§ 6A-2-311. Options and cooperation respecting performance.
(1) An agreement for sale which is otherwise sufficiently definite (§ 6A-2-204(3)) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.
(2) Unless otherwise agreed, specifications relating to assortment of the goods are at the buyer’s option and, except as otherwise provided in subsections (1)(c) and (3) of § 6A-2-319, specifications or arrangements relating to shipment are at the seller’s option.
(3) Where such specification would materially affect the other party’s performance but is not seasonably made, or where one party’s cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies,
(a) Is excused for any resulting delay in his own performance; and
(b) May also either proceed to perform in any reasonable manner, or after the time for a material part of his or her own performance, treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.
History of Section.P.L. 1960, ch. 147, § 1.
Structure Rhode Island General Laws
Title 6A - Uniform Commercial Code
Part 3 - General Obligation and Construction of Contract
Section 6A-2-301. - General obligations of parties.
Section 6A-2-302. - Unconscionable contract or clause.
Section 6A-2-303. - Allocation or division of risks.
Section 6A-2-304. - Price payable in money, goods, realty, or otherwise.
Section 6A-2-305. - Open price term.
Section 6A-2-306. - Output, requirements, and exclusive dealings.
Section 6A-2-307. - Delivery in single lot or several lots.
Section 6A-2-308. - Absence of specified place for delivery.
Section 6A-2-309. - Absence of specific time provisions — Notice of termination.
Section 6A-2-311. - Options and cooperation respecting performance.
Section 6A-2-313. - Express warranties by affirmation, promise, description, or sample.
Section 6A-2-314. - Implied warranty — Merchantability — Usage of trade.
Section 6A-2-315. - Implied warranty — Fitness for particular purpose.
Section 6A-2-316. - Exclusion or modification of warranties.
Section 6A-2-317. - Cumulation and conflict of warranties express or implied.
Section 6A-2-318. - Third party beneficiaries of warranties express or implied.
Section 6A-2-319. - F.O.B. and F.A.S. terms.
Section 6A-2-320. - C.I.F. and C. & F. terms.
Section 6A-2-322. - Delivery “ex-ship”.
Section 6A-2-323. - Form of bill of lading required in overseas shipment — “Overseas”.
Section 6A-2-324. - “No arrival, no sale” term.
Section 6A-2-325. - “Letter of credit” term — “Confirmed credit”.
Section 6A-2-326. - Sale on approval and sale or return — Rights of creditors.
Section 6A-2-327. - Special incidents of sale on approval and sale or return.